Bon Ton Stores (BONT) 10-Q 7 Sep 16 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jul. 30, 2016	Aug. 26, 2016
Entity Registrant Name	BON TON STORES INC
Entity Central Index Key	878,079
Document Type	10-Q
Document Period End Date	Jul. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--01-28
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q2
Common Stock
Entity Common Stock, Shares Outstanding		18,559,325
Class A Common Stock
Entity Common Stock, Shares Outstanding		2,951,490

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jul. 30, 2016	Jan. 30, 2016	Aug. 01, 2015
Current assets:
Cash and cash equivalents	$ 7,047	$ 6,879	$ 20,935
Merchandise inventories	693,810	711,699	738,089
Prepaid expenses and other current assets	74,897	97,254	79,926
Total current assets	775,754	815,832	838,950
Property, fixtures and equipment at cost, net of accumulated depreciation and amortization of $998,415, $929,783 and $951,786 at July 30, 2016, August 1, 2015 and January 30, 2016, respectively	613,763	635,334	641,748
Intangible assets, net of accumulated amortization of $65,090, $66,198 and $62,204 at July 30, 2016, August 1, 2015 and January 30, 2016, respectively	79,176	82,062	86,964
Other long-term assets	16,053	17,398	15,649
Total assets	1,484,746	1,550,626	1,583,311
Current liabilities:
Accounts payable	214,957	162,831	241,272
Accrued payroll and benefits	25,999	28,527	24,436
Accrued expenses	143,738	147,378	138,597
Current maturities of long-term debt	57,183		103,810
Current maturities of obligations under capital leases	5,666	5,394	5,133
Total current liabilities	447,543	344,130	513,248
Long-term debt, less current maturities	762,326	855,977	732,298
Obligations under capital leases, less current maturities	123,796	126,692	129,461
Other long-term liabilities	189,589	188,911	192,775
Total liabilities	1,523,254	1,515,710	1,567,782
Contingencies (Note 9)
Shareholders' (deficit) equity
Preferred Stock - authorized 5,000,000 shares at $0.01 par value; no shares issued
Treasury stock, at cost - 337,800 shares at July 30, 2016, August 1, 2015 and January 30, 2016	(1,387)	(1,387)	(1,387)
Additional paid-in capital	165,820	164,428	163,006
Accumulated other comprehensive loss	(74,388)	(76,122)	(78,517)
Accumulated deficit	(128,772)	(52,218)	(67,787)
Total shareholders'(deficit) equity	(38,508)	34,916	15,529
Total liabilities and shareholders'(deficit) equity	1,484,746	1,550,626	1,583,311
Common Stock
Shareholders' (deficit) equity
Common Stock	189	185	184
Total shareholders'(deficit) equity	189	185	184
Class A Common Stock
Shareholders' (deficit) equity
Common Stock	30	30	30
Total shareholders'(deficit) equity	$ 30	$ 30	$ 30

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jul. 30, 2016	Jan. 30, 2016	Aug. 01, 2015
Property, fixtures and equipment at cost, accumulated depreciation and amortization (in dollars)	$ 998,415	$ 951,786	$ 929,783
Intangible assets, accumulated amortization (in dollars)	$ 65,090	$ 62,204	$ 66,198
Preferred Stock, authorized shares	5,000,000	5,000,000	5,000,000
Preferred Stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Preferred Stock, shares issued	0	0	0
Treasury stock, shares	337,800	337,800	337,800
Common Stock
Common Stock, authorized shares	40,000,000	40,000,000	40,000,000
Common Stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Common Stock, issued shares	18,944,025	18,532,577	18,351,727
Class A Common Stock
Common Stock, authorized shares	20,000,000	20,000,000	20,000,000
Common Stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Common Stock, issued shares	2,951,490	2,951,490	2,951,490
Common Stock, outstanding shares	2,951,490	2,951,490	2,951,490

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015	Jul. 30, 2016	Aug. 01, 2015
CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales	$ 542,360	$ 555,431	$ 1,133,367	$ 1,166,369
Other income	16,252	15,568	33,668	31,872
Total	558,612	570,999	1,167,035	1,198,241
Costs and expenses:
Costs of merchandise sold	344,273	350,828	735,186	755,293
Selling, general and administrative	211,872	215,186	428,057	433,872
Gain on insurance recovery		(748)		(748)
Depreciation and amortization	24,999	24,193	48,193	46,226
Amortization of lease-related interests	1,008	1,061	2,015	2,162
Impairment charges	178	222	178	222
Loss from operations	(23,718)	(19,743)	(46,594)	(38,786)
Interest expense, net	15,162	15,196	30,248	30,386
Loss on extinguishment of debt		4,862		4,862
Loss before income taxes	(38,880)	(39,801)	(76,842)	(74,034)
Income tax benefit	(144)	(238)	(288)	(397)
Net (loss) income	$ (38,736)	$ (39,563)	$ (76,554)	$ (73,637)
Basic:
Net loss (in dollars per share)	$ (1.95)	$ (2.01)	$ (3.86)	$ (3.75)
Diluted:
Net loss (in dollars per share)	$ (1.95)	$ (2.01)	$ (3.86)	$ (3.75)

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015	Jul. 30, 2016	Aug. 01, 2015
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$ (38,736)	$ (39,563)	$ (76,554)	$ (73,637)
Other comprehensive income, net of tax:
Pension and postretirement benefit plans	867	906	1,734	1,888
Comprehensive (loss) income	$ (37,869)	$ (38,657)	$ (74,820)	$ (71,749)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015
Cash flows from operating activities:
Net loss	$ (76,554)	$ (73,637)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	48,193	46,226
Amortization of lease-related interests	2,015	2,162
Impairment charges	178	222
Share-based compensation expense	1,516	1,598
Loss (gain) on sale of property, fixtures and equipment	22	(1,490)
Reclassifications of accumulated other comprehensive loss	2,927	3,183
Loss on extinguishment of debt		4,862
Amortization of deferred financing costs	1,704	1,488
Deferred income tax benefit	(288)	(397)
Changes in operating assets and liabilities:
Decrease (increase) in merchandise inventories	17,888	(3,132)
Decrease in prepaid expenses and other current assets	22,358	12,120
Decrease in other long-term assets	632	895
Increase in accounts payable	49,514	45,570
Decrease in accrued payroll and benefits and accrued expenses	(6,495)	(18,242)
Decrease in other long-term liabilities	(41)	(10,464)
Net cash provided by operating activities	63,569	10,964
Cash flows from investing activities:
Capital expenditures	(25,749)	(47,350)
Proceeds from insurance claim		1,510
Proceeds from sale of property, fixtures and equipment	7	84,066
Net cash (used in) provided by investing activities	(25,742)	38,226
Cash flows from financing activities:
Payments on long-term debt and capital lease obligations	(303,258)	(392,183)
Proceeds from issuance of long-term debt	263,669	370,390
Cash dividends paid		(2,004)
Restricted shares forfeited in lieu of payroll taxes	(120)	(399)
Proceeds from stock options exercised		454
Deferred financing costs paid	(495)
Increase (decrease) in book overdraft balances	2,545	(13,266)
Net cash used in financing activities	(37,659)	(37,008)
Net increase in cash and cash equivalents	168	12,182
Cash and cash equivalents at beginning of period	6,879	8,753
Cash and cash equivalents at end of period	$ 7,047	$ 20,935

CONSOLIDATED STATEMENTS OF SHAR

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands	Common Stock	Class A Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	(Accumulated Deficit) Retained Earnings	Total
BALANCE AT THE BEGINNING OF PERIOD at Jan. 31, 2015	$ 178	$ 30	$ (1,387)	$ 161,359	$ (80,405)	$ 7,873	$ 87,648
Increase (Decrease) in Shareholders' (Deficit) Equity
Net loss						(73,637)	(73,637)
Other comprehensive income					1,888		1,888
Dividends to shareholders, $0.10 per share						(2,023)	(2,023)
Restricted shares forfeited in lieu of payroll taxes	(1)			(398)			(399)
Proceeds from stock options exercised	1			453			454
Share-based compensation expense	6			1,592			1,598
BALANCE AT THE END OF PERIOD at Aug. 01, 2015	184	30	(1,387)	163,006	(78,517)	(67,787)	15,529
BALANCE AT THE BEGINNING OF PERIOD at Jan. 30, 2016	185	30	(1,387)	164,428	(76,122)	(52,218)	34,916
Increase (Decrease) in Shareholders' (Deficit) Equity
Net loss						(76,554)	(76,554)
Other comprehensive income					1,734		1,734
Restricted shares forfeited in lieu of payroll taxes	(1)			(119)			(120)
Share-based compensation expense	5			1,511			1,516
BALANCE AT THE END OF PERIOD at Jul. 30, 2016	$ 189	$ 30	$ (1,387)	$ 165,820	$ (74,388)	$ (128,772)	$ (38,508)

CONSOLIDATED STATEMENTS OF SHA8

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY (Parenthetical)	6 Months Ended
	Aug. 01, 2015$ / shares
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY
Dividends to shareholders (in dollars per share)	$ 0.10

BASIS OF PRESENTATION

BASIS OF PRESENTATION	6 Months Ended
	Jul. 30, 2016
BASIS OF PRESENTATION
BASIS OF PRESENTATION	1. BASIS OF PRESENTATION The Bon-Ton Stores, Inc., a Pennsylvania corporation, was incorporated on January 31, 1996 as the successor of a company incorporated on January 31, 1929. As of July 30, 2016, The Bon-Ton Stores, Inc. operated, through its subsidiaries, 267 stores, including nine furniture galleries and four clearance centers, in 26 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner’s, Boston Store, Carson’s, Elder-Beerman, Herberger’s and Younkers nameplates. The accompanying unaudited consolidated financial statements include the accounts of The Bon-Ton Stores, Inc. (the “Parent”) and its subsidiaries (collectively, the “Company”). All intercompany transactions have been eliminated in consolidation. The unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and do not include all information and footnotes required in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States. In the opinion of management, all adjustments considered necessary for a fair presentation of interim periods have been included. The Company’s business is seasonal in nature and results of operations for the interim periods presented are not necessarily indicative of results for the full fiscal year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2016. For purposes of the following discussion, references to the “second quarter of 2016” and the “second quarter of 2015” are to the 13 weeks ended July 30, 2016 and August 1, 2015, respectively. References to “fiscal 2016” are to the 52 weeks ending January 28, 2017; references to “fiscal 2015” are to the 52 weeks ended January 30, 2016. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires that management make estimates and assumptions about future events. These estimates and assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and the reported amounts of revenues and expenses. Such estimates include those related to merchandise returns, the valuation of inventories, long-lived assets, intangible assets, insurance reserves, contingencies, litigation and assumptions used in the calculation of income taxes and retirement and other post-employment benefits, among others. These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Reclassifications Certain prior year balances presented in the consolidated financial statements and notes thereto have been reclassified to conform to the current year presentation. These reclassifications did not impact the Company’s net loss for the second quarter in each of 2016 and 2015. As a result of adopting Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”) as of January 30, 2016, the Company reclassified the August 1, 2015 consolidated balance sheet resulting in a reduction of $13,239 in long-term deferred income tax assets, a reduction in current deferred income tax liabilities of $22,834 and an increase in other long-term liabilities of $9,595. Recently Adopted Accounting Standards Effective January 31, 2016, the Company adopted ASU No. 2015-03, Interest-Imputation of Interest (“ASU 2015-03”) and ASU No. 2015-15 (an amendment to ASU 2015-03) and retrospectively applied their provisions. The new standards require that debt issuance costs related to a recognized debt liability, other than those relating to line-of-credit arrangements, be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. As a result of adopting this guidance, as of August 1, 2015 and January 30, 2016, the Company reclassified $7,202 and $6,580, respectively, of the unamortized debt issuance costs for all debt instruments except the senior secured credit facility from other long-term assets to long-term debt and current maturities of long-term debt on the consolidated balance sheets. Effective January 31, 2016, the Company adopted ASU No. 2015-05, Intangibles-Goodwill and Other-Internal-Use Software and prospectively applied its provisions. The new standard provides guidance on the accounting for fees paid by a customer in a cloud computing arrangement. If a cloud computing arrangement includes a software license, then the customer is required to account for the software license consistent with the acquisition of other software licenses. Conversely, if the arrangement does not include a software license, the customer should account for the arrangement as a service contract. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Standards In August 2016, the Financial Accounting Standards Board issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments . The new standard provides guidance on eight targeted areas and how they are presented and classified in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017. The Company is currently reviewing the guidance and assessing the potential impact on its consolidated financial statements.

PER-SHARE AMOUNTS

PER-SHARE AMOUNTS	6 Months Ended
	Jul. 30, 2016
PER-SHARE AMOUNTS
PER-SHARE AMOUNTS	2. PER-SHARE AMOUNTS The following table presents a reconciliation of net loss and weighted average shares outstanding used in basic and diluted earnings (loss) per share (“EPS”) calculations for each period presented: THIRTEEN TWENTY-SIX WEEKS ENDED WEEKS ENDED July 30, August 1, July 30, August 1, 2016 2015 2016 2015 Basic Loss Per Common Share Net loss $ ) $ ) $ ) $ ) Less: Income allocated to participating securities — — — — Net loss available to common shareholders $ ) $ ) $ ) $ ) Weighted average common shares outstanding Basic loss per common share $ ) $ ) $ ) $ ) Diluted Loss Per Common Share Net loss $ ) $ ) $ ) $ ) Less: Income allocated to participating securities — — — — Net loss available to common shareholders $ ) $ ) ) ) Weighted average common shares outstanding Common shares issuable - stock options — — — — Weighted average common shares outstanding assuming dilution Diluted loss per common share $ ) $ ) $ ) $ ) Due to the Company’s net loss position, weighted average unvested restricted shares (participating securities) of 1,382,412 and 890,065 for the second quarter in each of 2016 and 2015, respectively, and 1,301,295 and 799,513 for the 26 weeks ended July 30, 2016 and August 1, 2015, respectively, were not considered in the calculation of net loss available to common shareholders used for both basic and diluted EPS. In addition, weighted average stock option shares (non-participating securities) totaling 17,555 for the second quarter of 2015 and 63,876 for the 26 weeks ended August 1, 2015, were excluded from the computation of diluted weighted average common shares outstanding, as their effect would have been antidilutive. Certain of these stock option shares were excluded solely due to the Company’s net loss position. Had the Company reported net income for the 26 weeks ended August 1, 2015, these shares would have increased diluted weighted average common shares outstanding by 8,395. There were no stock options outstanding during the 26 weeks ended July 30, 2016.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jul. 30, 2016
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	3. FAIR VALUE MEASUREMENTS Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value and establishes a framework for measuring fair value. ASC 820 establishes fair value hierarchy levels that prioritize the inputs used in valuations determining fair value. Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs are primarily quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs based on the Company’s own assumptions. The carrying values of the Company’s cash and cash equivalents, accounts payable and financial instruments reported within prepaid expenses and other current assets and other long-term assets approximate fair value. The carrying value and estimated fair value of the Company’s long-term debt, including current maturities but excluding capital leases and unamortized debt issuance costs, as of July 30, 2016 are as follows: Fair Value Measurements Using Carrying Estimated Quoted Significant Significant Second lien senior secured notes $ $ $ $ — $ — Senior secured credit facility — — Total $ $ $ $ — $ The carrying value and estimated fair value of the Company’s long-term debt, including current maturities but excluding capital leases and unamortized debt issuance costs, as of August 1, 2015 are as follows: Fair Value Measurements Using Carrying Estimated Quoted Significant Significant Second lien senior secured notes $ $ $ $ — $ — Mortgage facility — — Senior secured credit facility — — Total $ $ $ $ — $ The carrying value and estimated fair value of the Company’s long-term debt, including current maturities but excluding capital leases and unamortized debt issuance costs, as of January 30, 2016 are as follows: Fair Value Measurements Using Carrying Estimated Quoted Significant Significant Second lien senior secured notes $ $ $ $ — $ — Senior secured credit facility — — Total $ $ $ $ — $ The Level 3 fair value estimates are determined by a discounted cash flow analysis utilizing a discount rate the Company believes is appropriate and would be used by market participants. There was no change in the valuation technique used to determine the Level 3 fair value estimates.

SUPPLEMENTAL BALANCE SHEET INFO

SUPPLEMENTAL BALANCE SHEET INFORMATION	6 Months Ended
	Jul. 30, 2016
SUPPLEMENTAL BALANCE SHEET INFORMATION
SUPPLEMENTAL BALANCE SHEET INFORMATION	4. SUPPLEMENTAL BALANCE SHEET INFORMATION Prepaid expenses and other current assets were comprised of the following: July 30, August 1, January 30, 2016 2015 2016 Other receivables $ $ $ Prepaid expenses Total $ $ $

SUPPLEMENTAL CASH FLOW INFORMAT

SUPPLEMENTAL CASH FLOW INFORMATION	6 Months Ended
	Jul. 30, 2016
SUPPLEMENTAL CASH FLOW INFORMATION
SUPPLEMENTAL CASH FLOW INFORMATION	5. SUPPLEMENTAL CASH FLOW INFORMATION The following supplemental cash flow information is provided for the periods reported: TWENTY-SIX WEEKS ENDED July 30, August 1, 2016 2015 Cash paid for: Interest, net of amounts capitalized $ $ Income taxes, net of refunds received ) ) Non-cash investing and financing activities: Property, fixtures and equipment included in accrued expenses $ $ Assets acquired under capital lease — Declared dividends to shareholders included in accrued expenses —

EXIT OR DISPOSAL ACTIVITIES

EXIT OR DISPOSAL ACTIVITIES	6 Months Ended
	Jul. 30, 2016
EXIT OR DISPOSAL ACTIVITIES
EXIT OR DISPOSAL ACTIVITIES	6. EXIT OR DISPOSAL ACTIVITIES The following table summarizes exit or disposal activities during the 26 weeks ended July 30, 2016 related to store closings in fiscal 2015 and 2016, the consolidation of eCommerce fulfillment activities in connection with the Company’s new eCommerce fulfillment center and the Company’s expense efficiency initiative: Termination Other Total Accrued balance as of January 30, 2016 $ $ — $ Provisions Thirteen weeks ended April 30, 2016 Thirteen weeks ended July 30, 2016 — Payments Thirteen weeks ended April 30, 2016 ) ) ) Thirteen weeks ended July 30, 2016 ) — ) Accrued balance as of July 30, 2016 $ $ — $ The above provisions were included within selling, general and administrative expense.

EMPLOYEE DEFINED AND POSTRETIRE

EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS	6 Months Ended
	Jul. 30, 2016
EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS
EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS	7. EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS The Company provides benefits to certain current and former associates who are eligible under a qualified defined benefit pension plan and various non-qualified supplemental pension plans (collectively, the “Pension Plans”). Net periodic benefit expense for the Pension Plans includes the following (income) and expense components: THIRTEEN TWENTY-SIX WEEKS ENDED WEEKS ENDED July 30, August 1, July 30, August 1, 2016 2015 2016 2015 Interest cost $ $ $ $ Expected return on plan assets ) ) ) ) Recognition of net actuarial loss Net periodic benefit expense $ $ $ $ During the 26 weeks ended July 30, 2016, contributions of $325 were made to the Pension Plans. The Company anticipates contributing an additional $377 to fund the Pension Plans in fiscal 2016 for an annual total of $702. The Company also provides medical and life insurance benefits to certain former associates under a postretirement benefit plan (“Postretirement Benefit Plan”). Net periodic benefit income for the Postretirement Benefit Plan includes the following (income) and expense components: THIRTEEN TWENTY-SIX WEEKS ENDED WEEKS ENDED July 30, August 1, July 30, August 1, 2016 2015 2016 2015 Interest cost $ $ $ $ Recognition of net actuarial gain ) ) ) ) Net periodic benefit income $ ) $ ) $ ) $ ) During the 26 weeks ended July 30, 2016, the Company contributed $100 to fund the Postretirement Benefit Plan, and anticipates contributing an additional $227 to fund the Postretirement Benefit Plan in fiscal 2016, for an annual total of $327.

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jul. 30, 2016
INCOME TAXES
INCOME TAXES	8. INCOME TAXES The provisions codified within ASC Topic 740, Income Taxes (“ASC 740”), require companies to assess whether valuation allowances should be established against their deferred tax assets based on consideration of all available evidence using a “more likely than not” standard. In accordance with ASC 740, the Company maintained a full valuation allowance throughout fiscal 2015 and the 26 weeks ended July 30, 2016 on all of the Company’s net deferred tax assets. The Company’s deferred tax asset valuation allowance totaled $218,177, $192,858 and $186,582 as of July 30, 2016, August 1, 2015 and January 30, 2016, respectively. The Company recorded net income tax benefits of $144 and $288 for the 13 and 26 weeks ended July 30, 2016, respectively, which includes $596 and $1,193 non-cash income tax benefits from continuing operations during the 13 and 26 weeks ended July 30, 2016, respectively. The Company recorded net income tax benefits of $238 and $397 for the 13 and 26 weeks ended August 1, 2015, respectively, which includes $686 and $1,295 non-cash income tax benefits from continuing operations during the 13 and 26 weeks ended August 1, 2015, respectively. Pursuant to ASC 740, the Company is required to consider all items (including items recorded in other comprehensive income) in determining the amount of tax benefit that results from a loss from continuing operations and that should be allocated to continuing operations. As a result, the Company recorded tax benefits on the losses from continuing operations for the 13 and 26 weeks ended July 30, 2016 and August 1, 2015, respectively, which are exactly offset by income tax expense on other comprehensive income. The net income tax benefits includes $452 and $905 recorded in the 13 and 26 weeks ended July 30, 2016, respectively, and $448 and $898 recorded in the 13 and 26 weeks ended August 1, 2015, respectively, for recognition of deferred tax liabilities associated with indefinite-lived assets.

CONTINGENCIES

CONTINGENCIES	6 Months Ended
	Jul. 30, 2016
CONTINGENCIES
CONTINGENCIES	9. CONTINGENCIES In the second quarter of 2015, the Company recognized a gain on insurance recovery of $748 related to a fire at one of the Company’s stores, which is shown separately in the accompanying consolidated statements of operations. The Company is party to legal proceedings and claims that arise during the ordinary course of business. In the opinion of management, the ultimate outcome of any such litigation and claims will not have a material adverse effect on the Company’s financial position, results of operations or liquidity.

COMPREHENSIVE LOSS

COMPREHENSIVE LOSS	6 Months Ended
	Jul. 30, 2016
COMPREHENSIVE LOSS
COMPREHENSIVE LOSS	10. Accumulated other comprehensive loss is comprised of the net actuarial loss associated with the Pension Plans and Postretirement Benefit Plan. Other comprehensive income is comprised entirely of the amortization of the net actuarial loss (gain) associated with the Pension Plans and Postretirement Benefit Plan. The changes recognized within other comprehensive income reflect income tax expense of $596 and $686 for the 13 weeks ended in each of July 30, 2016 and August 1, 2015, respectively, and $1,193 and $1,295 for the 26 weeks ended in each of July 30, 2016 and August 1, 2015, respectively (see Note 8). The before-tax amount of amortization of net actuarial loss (gain) (see Note 7) was recorded within selling, general and administrative expense.

CONDENSED CONSOLIDATING FINANCI

CONDENSED CONSOLIDATING FINANCIAL INFORMATION	6 Months Ended
	Jul. 30, 2016
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
CONDENSED CONSOLIDATING FINANCIAL INFORMATION	11. Certain debt obligations of the Company, which constitute debt obligations of The Bon-Ton Department Stores, Inc. (the “Issuer”), are guaranteed by the Parent and by each of its subsidiaries, other than the Issuer, that is an obligor under the Company’s Second Amended and Restated Loan and Security Agreement (the “Second Amended Revolving Credit Facility”). Separate financial statements of the Parent, the Issuer and such subsidiary guarantors are not presented because the guarantees by the Parent and each 100% owned subsidiary guarantor are joint and several, full and unconditional, except for certain customary limitations which are applicable only to a subsidiary guarantor. These customary limitations include releases of a guarantee (1) if the subsidiary guarantor no longer guarantees other indebtedness of the Issuer; (2) if there is a sale or other disposition of the capital stock of a subsidiary guarantor and if such sale complies with the covenant regarding asset sales; and (3) if the subsidiary guarantor is properly designated as an “unrestricted subsidiary.” The condensed consolidating financial information for the Parent, the Issuer and the guarantor subsidiaries as of July 30, 2016, August 1, 2015 and January 30, 2016 and for the second quarter in each of 2016 and 2015 and the 26 weeks ended July 30, 2016 and August 1, 2015 as presented below has been prepared from the books and records maintained by the Parent, the Issuer and the guarantor subsidiaries. The condensed financial information may not necessarily be indicative of the results of operations or financial position had the guarantor subsidiaries operated as independent entities. Certain intercompany revenues and expenses included in the subsidiary records are eliminated in consolidation. As a result of this activity, an amount due to/due from affiliates will exist at any time. On January 15, 2016, the Company and certain other subsidiaries as borrowers or obligors (collectively, the “Obligors”) entered into a Consent and Third Amendment to the Second Amended Revolving Credit Facility, which among other changes, provided for the joinders of the special purpose entities (“SPEs”) that had previously participated in the Company’s mortgage loan facility as Obligors under the Second Amended Revolving Credit Facility, and as “Restricted Subsidiaries” and guarantors under the indentures for both the 10 5 / 8 % second lien senior secured notes due 2017 and the 8.00% second lien senior secured notes due 2021. The SPEs and their assets were then added to the second lien security agreement. For comparative purposes, the condensed consolidating financial information as presented below has been retrospectively adjusted as if the activity described above occurred at the beginning of each period presented. The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet July 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — — Intangible assets, net — — Investment in and advances to affiliates ) ) — Other long-term assets — ) Total assets $ ) $ $ $ ) $ Liabilities and Shareholders’ (Deficit) Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of long-term debt and obligations under capital leases — — Total current liabilities — ) Long-term debt and obligations under capital leases, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ (deficit) equity ) ) ) ) Total liabilities and shareholders’ (deficit) equity $ ) $ $ $ ) $ The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet August 1, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — ) Intangible assets, net — — Investment in and advances to affiliates ) — Other long-term assets — ) Total assets $ $ $ $ ) $ Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of long-term debt and obligations under capital leases — — Total current liabilities — ) Long-term debt and obligations under capital leases, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ equity ) Total liabilities and shareholders’ equity $ $ $ $ ) $ The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet January 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — — Intangible assets, net — — Investment in and advances to affiliates ) — Other long-term assets — ) Total assets $ $ $ $ ) $ Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of long-term debt and obligations under capital leases — — Total current liabilities — ) Long-term debt and obligations under capital leases, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ equity ) Total liabilities and shareholders’ equity $ $ $ $ ) $ The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirteen Weeks Ended July 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — — Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in losses of subsidiaries ) ) — — Interest expense, net — ) ) ) Loss before income taxes ) ) ) ) Income tax (benefit) provision ) ) ) ) Net loss $ ) $ ) $ ) $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive Loss Thirteen Weeks Ended July 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net loss $ ) $ ) $ ) $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive loss $ ) $ ) $ ) $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirteen Weeks Ended August 1, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — Gain on insurance recovery — — ) — ) Depreciation and amortization — ) Amortization of lease-related interests — — Impairment charges — — — (Loss) income from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in losses of subsidiaries ) ) — — Interest expense, net — ) ) ) Loss on extinguishment of debt — — ) — ) (Loss) income before income taxes ) ) ) Income tax (benefit) provision ) ) ) Net (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive (Loss) Income Thirteen Weeks Ended August 1, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net (loss) income $ ) $ ) $ $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Twenty-Six Weeks Ended July 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in losses of subsidiaries ) ) — — Interest expense, net — ) ) ) Loss before income taxes ) ) ) ) Income tax (benefit) provision ) ) ) ) Net loss $ ) $ ) $ ) $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive Loss Twenty-Six Weeks Ended July 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net loss $ ) $ ) $ ) $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive loss $ ) $ ) $ ) $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Twenty-Six Weeks Ended August 1, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — Gain on insurance recovery — — ) — ) Depreciation and amortization — ) Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) ) Other income (expense): Intercompany income — ) — Equity in losses of subsidiaries ) ) — — Interest expense, net — ) ) ) Loss on extinguishment of debt — — ) — ) (Loss) income before income taxes ) ) ) Income tax (benefit) provision ) ) ) ) Net (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive (Loss) Income Twenty-Six Weeks Ended August 1, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net (loss) income $ ) $ ) $ $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Cash Flows Twenty-Six Weeks Ended July 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ $ $ $ — $ Cash flows from investing activities: Capital expenditures — ) ) — ) Proceeds from sale of property, fixtures and equipment — — — Net cash used in investing activities — ) ) — ) Cash flows from financing activities: Payments on long-term debt and capital lease obligations — ) ) — ) Proceeds from issuance of long-term debt — — — Deferred financing costs paid — ) — — ) Restricted shares forfeited in lieu of payroll taxes ) — — — ) Increase in book overdraft balances — — — Net cash used in financing activities ) ) ) — ) Net increase (decrease) in cash and cash equivalents — ) — Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ $ $ — $ The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Cash Flows Twenty-Six Weeks Ended August 1, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ $ ) $ $ ) $ Cash flows from investing activities: Capital expenditures — ) ) — ) Intercompany investing activity ) ) — — Proceeds from insurance claim — — — Proceeds from sale of property, fixtures and equipment — — Net cash (used in) provided by investing activities ) ) Cash flows from financing activities: Payments on long-term debt and capital lease obligations — ) ) — ) Proceeds from issuance of long-term debt — — — Intercompany financing activity — ) ) — Cash dividends paid ) — — — ) Restricted shares forfeited in lieu of payroll taxes ) — — — ) Proceeds from stock options exercised — — — Decrease in book overdraft balances — ) — — ) Net cash (used in) provided by financing activities ) ) ) ) Net (decrease) increase in cash and cash equivalents — ) — Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ $ $ — $

SUBSEQUENT EVENT

SUBSEQUENT EVENT	6 Months Ended
	Jul. 30, 2016
SUBSEQUENT EVENT
SUBSEQUENT EVENT	12. On August 15, 2016, The Bon-Ton Department Stores, Inc. and certain subsidiaries as borrowers and certain other subsidiaries as obligors entered into a Fourth Amendment (the “Fourth Amendment”) to the Second Amended Revolving Credit Facility which, among other changes, increased the A-1 Tranche of the Second Amended Revolving Credit Facility to a commitment of $150,000 (from the previous commitment of $100,000). This amendment brings total revolving commitments under the Second Amended Revolving Credit Facility to $880,000 ($730,000 under Tranche A and $150,000 under Tranche A-1). Borrowings under the Second Amended Revolving Credit Facility bear interest at either (1) Adjusted LIBOR (equal to the London Interbank Offered Rate for an interest period selected by the borrowers) plus an applicable margin or (2) a base rate (based on the highest of (a) the Federal Funds Rate plus 0.5%, (b) the Bank of America prime rate, and (c) Adjusted LIBOR based on an interest period of one month plus 1.0%) plus the applicable margin. The applicable margins in respect of the Tranche A-1 facility under the Fourth Amendment will be 9.5% for LIBOR loans and 8.5% for base rate loans. The applicable margins in respect of the Tranche A facility continue to be based upon the excess availability under the Second Amended Revolving Credit Facility. The financial covenant contained in the Second Amended Revolving Credit Facility requires that the minimum excess availability be an amount greater than or equal to the greater of (1) 10% of the lesser of: (a) the aggregate commitments at such time and (b) the aggregate borrowing base at such time and (2) $75,000. In addition, the Fourth Amendment requires that if, at any time on or after January 29, 2017 and for so long as excess availability under the loan agreement is less than 20% of the lesser of (a) the aggregate commitments at such time and (b) the aggregate borrowing base at such time, the fixed charge coverage ratio shall be at least 1.00 to 1.00. The proceeds of the loans under the Tranche A-1 facility were used to repay existing Tranche A-1 loans and a portion of Tranche A loans and to pay fees and expenses incurred in connection with the Fourth Amendment.

BASIS OF PRESENTATION (Policies

BASIS OF PRESENTATION (Policies)	6 Months Ended
	Jul. 30, 2016
BASIS OF PRESENTATION
Reclassifications	Reclassifications Certain prior year balances presented in the consolidated financial statements and notes thereto have been reclassified to conform to the current year presentation. These reclassifications did not impact the Company’s net loss for the second quarter in each of 2016 and 2015. As a result of adopting Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”) as of January 30, 2016, the Company reclassified the August 1, 2015 consolidated balance sheet resulting in a reduction of $13,239 in long-term deferred income tax assets, a reduction in current deferred income tax liabilities of $22,834 and an increase in other long-term liabilities of $9,595.
Recently Adopted & Issued Accounting Standards	Recently Adopted Accounting Standards Effective January 31, 2016, the Company adopted ASU No. 2015-03, Interest-Imputation of Interest (“ASU 2015-03”) and ASU No. 2015-15 (an amendment to ASU 2015-03) and retrospectively applied their provisions. The new standards require that debt issuance costs related to a recognized debt liability, other than those relating to line-of-credit arrangements, be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. As a result of adopting this guidance, as of August 1, 2015 and January 30, 2016, the Company reclassified $7,202 and $6,580, respectively, of the unamortized debt issuance costs for all debt instruments except the senior secured credit facility from other long-term assets to long-term debt and current maturities of long-term debt on the consolidated balance sheets. Effective January 31, 2016, the Company adopted ASU No. 2015-05, Intangibles-Goodwill and Other-Internal-Use Software and prospectively applied its provisions. The new standard provides guidance on the accounting for fees paid by a customer in a cloud computing arrangement. If a cloud computing arrangement includes a software license, then the customer is required to account for the software license consistent with the acquisition of other software licenses. Conversely, if the arrangement does not include a software license, the customer should account for the arrangement as a service contract. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Standards In August 2016, the Financial Accounting Standards Board issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments . The new standard provides guidance on eight targeted areas and how they are presented and classified in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017. The Company is currently reviewing the guidance and assessing the potential impact on its consolidated financial statements.

PER-SHARE AMOUNTS (Tables)

PER-SHARE AMOUNTS (Tables)	6 Months Ended
	Jul. 30, 2016
PER-SHARE AMOUNTS
Schedule of reconciliation of net loss and weighted average shares outstanding used in basic and diluted earnings (loss) per share ("EPS") calculations	THIRTEEN TWENTY-SIX WEEKS ENDED WEEKS ENDED July 30, August 1, July 30, August 1, 2016 2015 2016 2015 Basic Loss Per Common Share Net loss $ ) $ ) $ ) $ ) Less: Income allocated to participating securities — — — — Net loss available to common shareholders $ ) $ ) $ ) $ ) Weighted average common shares outstanding Basic loss per common share $ ) $ ) $ ) $ ) Diluted Loss Per Common Share Net loss $ ) $ ) $ ) $ ) Less: Income allocated to participating securities — — — — Net loss available to common shareholders $ ) $ ) ) ) Weighted average common shares outstanding Common shares issuable - stock options — — — — Weighted average common shares outstanding assuming dilution Diluted loss per common share $ ) $ ) $ ) $ )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jul. 30, 2016
FAIR VALUE MEASUREMENTS
Schedule of the carrying value and estimated fair value of the Company's long-term debt, including current maturities but excluding capital leases and unamortized debt issuance costs	The carrying value and estimated fair value of the Company’s long-term debt, including current maturities but excluding capital leases and unamortized debt issuance costs, as of July 30, 2016 are as follows: Fair Value Measurements Using Carrying Estimated Quoted Significant Significant Second lien senior secured notes $ $ $ $ — $ — Senior secured credit facility — — Total $ $ $ $ — $ The carrying value and estimated fair value of the Company’s long-term debt, including current maturities but excluding capital leases and unamortized debt issuance costs, as of August 1, 2015 are as follows: Fair Value Measurements Using Carrying Estimated Quoted Significant Significant Second lien senior secured notes $ $ $ $ — $ — Mortgage facility — — Senior secured credit facility — — Total $ $ $ $ — $ The carrying value and estimated fair value of the Company’s long-term debt, including current maturities but excluding capital leases and unamortized debt issuance costs, as of January 30, 2016 are as follows: Fair Value Measurements Using Carrying Estimated Quoted Significant Significant Second lien senior secured notes $ $ $ $ — $ — Senior secured credit facility — — Total $ $ $ $ — $

SUPPLEMENTAL BALANCE SHEET IN24

SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables)	6 Months Ended
	Jul. 30, 2016
SUPPLEMENTAL BALANCE SHEET INFORMATION
Schedule of prepaid expenses and other current assets	July 30, August 1, January 30, 2016 2015 2016 Other receivables $ $ $ Prepaid expenses Total $ $ $

SUPPLEMENTAL CASH FLOW INFORM25

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)	6 Months Ended
	Jul. 30, 2016
SUPPLEMENTAL CASH FLOW INFORMATION
Schedule of supplemental cash flow information	TWENTY-SIX WEEKS ENDED July 30, August 1, 2016 2015 Cash paid for: Interest, net of amounts capitalized $ $ Income taxes, net of refunds received ) ) Non-cash investing and financing activities: Property, fixtures and equipment included in accrued expenses $ $ Assets acquired under capital lease — Declared dividends to shareholders included in accrued expenses —

EXIT OR DISPOSAL ACTIVITIES (Ta

EXIT OR DISPOSAL ACTIVITIES (Tables)	6 Months Ended
	Jul. 30, 2016
EXIT OR DISPOSAL ACTIVITIES
Summary of exit or disposal activities	Termination Other Total Accrued balance as of January 30, 2016 $ $ — $ Provisions Thirteen weeks ended April 30, 2016 Thirteen weeks ended July 30, 2016 — Payments Thirteen weeks ended April 30, 2016 ) ) ) Thirteen weeks ended July 30, 2016 ) — ) Accrued balance as of July 30, 2016 $ $ — $

EMPLOYEE DEFINED AND POSTRETI27

EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS (Tables)	6 Months Ended
	Jul. 30, 2016
Pension Plans
Pension and postretirement benefit plans
Schedule of components of net periodic benefit expense (income)	THIRTEEN TWENTY-SIX WEEKS ENDED WEEKS ENDED July 30, August 1, July 30, August 1, 2016 2015 2016 2015 Interest cost $ $ $ $ Expected return on plan assets ) ) ) ) Recognition of net actuarial loss Net periodic benefit expense $ $ $ $
Postretirement Benefit Plan
Pension and postretirement benefit plans
Schedule of components of net periodic benefit expense (income)	THIRTEEN TWENTY-SIX WEEKS ENDED WEEKS ENDED July 30, August 1, July 30, August 1, 2016 2015 2016 2015 Interest cost $ $ $ $ Recognition of net actuarial gain ) ) ) ) Net periodic benefit income $ ) $ ) $ ) $ )

CONDENSED CONSOLIDATING FINAN28

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables)	6 Months Ended
	Jul. 30, 2016
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Schedule of Condensed Consolidating Balance Sheet	The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet July 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — — Intangible assets, net — — Investment in and advances to affiliates ) ) — Other long-term assets — ) Total assets $ ) $ $ $ ) $ Liabilities and Shareholders’ (Deficit) Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of long-term debt and obligations under capital leases — — Total current liabilities — ) Long-term debt and obligations under capital leases, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ (deficit) equity ) ) ) ) Total liabilities and shareholders’ (deficit) equity $ ) $ $ $ ) $ The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet August 1, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — ) Intangible assets, net — — Investment in and advances to affiliates ) — Other long-term assets — ) Total assets $ $ $ $ ) $ Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of long-term debt and obligations under capital leases — — Total current liabilities — ) Long-term debt and obligations under capital leases, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ equity ) Total liabilities and shareholders’ equity $ $ $ $ ) $ The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet January 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — — Intangible assets, net — — Investment in and advances to affiliates ) — Other long-term assets — ) Total assets $ $ $ $ ) $ Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of long-term debt and obligations under capital leases — — Total current liabilities — ) Long-term debt and obligations under capital leases, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ equity ) Total liabilities and shareholders’ equity $ $ $ $ ) $
Schedule of Condensed Consolidating Statement Of Operations	The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirteen Weeks Ended July 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — — Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in losses of subsidiaries ) ) — — Interest expense, net — ) ) ) Loss before income taxes ) ) ) ) Income tax (benefit) provision ) ) ) ) Net loss $ ) $ ) $ ) $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirteen Weeks Ended August 1, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — Gain on insurance recovery — — ) — ) Depreciation and amortization — ) Amortization of lease-related interests — — Impairment charges — — — (Loss) income from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in losses of subsidiaries ) ) — — Interest expense, net — ) ) ) Loss on extinguishment of debt — — ) — ) (Loss) income before income taxes ) ) ) Income tax (benefit) provision ) ) ) Net (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Twenty-Six Weeks Ended July 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in losses of subsidiaries ) ) — — Interest expense, net — ) ) ) Loss before income taxes ) ) ) ) Income tax (benefit) provision ) ) ) ) Net loss $ ) $ ) $ ) $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Twenty-Six Weeks Ended August 1, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — Gain on insurance recovery — — ) — ) Depreciation and amortization — ) Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) ) Other income (expense): Intercompany income — ) — Equity in losses of subsidiaries ) ) — — Interest expense, net — ) ) ) Loss on extinguishment of debt — — ) — ) (Loss) income before income taxes ) ) ) Income tax (benefit) provision ) ) ) ) Net (loss) income $ ) $ ) $ $ $ )
Schedule of Condensed Consolidating Statement of Comprehensive (Loss) Income	The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive Loss Thirteen Weeks Ended July 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net loss $ ) $ ) $ ) $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive loss $ ) $ ) $ ) $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive (Loss) Income Thirteen Weeks Ended August 1, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net (loss) income $ ) $ ) $ $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive Loss Twenty-Six Weeks Ended July 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net loss $ ) $ ) $ ) $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive loss $ ) $ ) $ ) $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive (Loss) Income Twenty-Six Weeks Ended August 1, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net (loss) income $ ) $ ) $ $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive (loss) income $ ) $ ) $ $ $ )
Schedule of Condensed Consolidating Statement of Cash Flows	The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Cash Flows Twenty-Six Weeks Ended July 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ $ $ $ — $ Cash flows from investing activities: Capital expenditures — ) ) — ) Proceeds from sale of property, fixtures and equipment — — — Net cash used in investing activities — ) ) — ) Cash flows from financing activities: Payments on long-term debt and capital lease obligations — ) ) — ) Proceeds from issuance of long-term debt — — — Deferred financing costs paid — ) — — ) Restricted shares forfeited in lieu of payroll taxes ) — — — ) Increase in book overdraft balances — — — Net cash used in financing activities ) ) ) — ) Net increase (decrease) in cash and cash equivalents — ) — Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ $ $ — $ The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Cash Flows Twenty-Six Weeks Ended August 1, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ $ ) $ $ ) $ Cash flows from investing activities: Capital expenditures — ) ) — ) Intercompany investing activity ) ) — — Proceeds from insurance claim — — — Proceeds from sale of property, fixtures and equipment — — Net cash (used in) provided by investing activities ) ) Cash flows from financing activities: Payments on long-term debt and capital lease obligations — ) ) — ) Proceeds from issuance of long-term debt — — — Intercompany financing activity — ) ) — Cash dividends paid ) — — — ) Restricted shares forfeited in lieu of payroll taxes ) — — — ) Proceeds from stock options exercised — — — Decrease in book overdraft balances — ) — — ) Net cash (used in) provided by financing activities ) ) ) ) Net (decrease) increase in cash and cash equivalents — ) — Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ $ $ — $

BASIS OF PRESENTATION (Details)

BASIS OF PRESENTATION (Details)	3 Months Ended		12 Months Ended
	Jul. 30, 2016storestateitem	Aug. 01, 2015	Jan. 28, 2017	Jan. 30, 2016
BASIS OF PRESENTATION
Number of stores | store	267
Number of furniture galleries	9
Number of clearance centers	4
Number of states in which the entity operates | state	26
Length of reporting period	91 days	91 days	364 days	364 days

BASIS OF PRESENTATION - Reclass

BASIS OF PRESENTATION - Reclassification and Recently Adopted Accounting Standards (Details) - USD ($) $ in Thousands	Jul. 30, 2016	Jan. 30, 2016	Aug. 01, 2015
Reclassifications
Other long-term liabilities	$ 189,589	$ 188,911	$ 192,775
Accounting standards update 2015-17 | Adjustments for New Accounting Principle, Early Adoption
Reclassifications
Reduction in long-term deferred income tax assets			13,239
Reduction in current deferred income tax liabilities			22,834
Other long-term liabilities			9,595
Accounting standards update 2015-03 | Retrospective reclassification
Reclassifications
Unamortized debt issuance costs		$ 6,580	$ 7,202

PER-SHARE AMOUNTS (Details)

PER-SHARE AMOUNTS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015	Jul. 30, 2016	Aug. 01, 2015
Basic Loss Per Common Share
Net loss	$ (38,736)	$ (39,563)	$ (76,554)	$ (73,637)
Net loss available to common shareholders	$ (38,736)	$ (39,563)	$ (76,554)	$ (73,637)
Weighted average common shares outstanding	19,909,198	19,718,423	19,834,823	19,640,016
Basic loss per common share (in dollars per share)	$ (1.95)	$ (2.01)	$ (3.86)	$ (3.75)
Diluted Loss Per Common Share
Net loss	$ (38,736)	$ (39,563)	$ (76,554)	$ (73,637)
Net loss available to common shareholders	$ (38,736)	$ (39,563)	$ (76,554)	$ (73,637)
Weighted average common shares outstanding	19,909,198	19,718,423	19,834,823	19,640,016
Weighted average common shares outstanding assuming dilution	19,909,198	19,718,423	19,834,823	19,640,016
Diluted loss per common share (in dollars per share)	$ (1.95)	$ (2.01)	$ (3.86)	$ (3.75)

PER-SHARE AMOUNTS - Antidilutiv

PER-SHARE AMOUNTS - Antidilutive securities (Details) - shares	3 Months Ended		6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015	Jul. 30, 2016	Aug. 01, 2015
Restricted shares
Antidilutive securities
Antidilutive securities excluded from calculation of earnings per share (in shares)	1,382,412	890,065	1,301,295	799,513
Stock option
Antidilutive securities
Antidilutive securities excluded from calculation of earnings per share (in shares)		17,555		63,876
Securities that would have increased the weighted average common shares outstanding if the entity had reported income during the period (in shares)				8,395
Stock options outstanding	0		0

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Jul. 30, 2016	Jan. 30, 2016	Aug. 01, 2015
Carrying Value
Fair value measurements
Long-term debt	$ 825,593	$ 862,557	$ 843,310
Carrying Value | Second lien senior secured notes
Fair value measurements
Long-term debt	407,292	407,292	407,292
Carrying Value | Mortgage facility
Fair value measurements
Long-term debt			103,916
Carrying Value | Senior secured credit facility
Fair value measurements
Long-term debt	418,301	455,265	332,102
Estimated Fair Value
Fair value measurements
Long-term debt	625,551	623,849	758,708
Estimated Fair Value | Second lien senior secured notes
Fair value measurements
Long-term debt	207,250	168,584	322,027
Estimated Fair Value | Mortgage facility
Fair value measurements
Long-term debt			104,579
Estimated Fair Value | Senior secured credit facility
Fair value measurements
Long-term debt	418,301	455,265	332,102
Estimated Fair Value | Quoted Prices in Active Markets (Level 1)
Fair value measurements
Long-term debt	207,250	168,584	322,027
Estimated Fair Value | Quoted Prices in Active Markets (Level 1) | Second lien senior secured notes
Fair value measurements
Long-term debt	207,250	168,584	322,027
Estimated Fair Value | Significant Unobservable Inputs (Level 3)
Fair value measurements
Long-term debt	418,301	455,265	436,681
Estimated Fair Value | Significant Unobservable Inputs (Level 3) | Mortgage facility
Fair value measurements
Long-term debt			104,579
Estimated Fair Value | Significant Unobservable Inputs (Level 3) | Senior secured credit facility
Fair value measurements
Long-term debt	$ 418,301	$ 455,265	$ 332,102

SUPPLEMENTAL BALANCE SHEET IN34

SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands	Jul. 30, 2016	Jan. 30, 2016	Aug. 01, 2015
Prepaid expenses and other current assets
Other receivables	$ 36,475	$ 60,514	$ 36,705
Prepaid expenses	38,422	36,740	43,221
Total	$ 74,897	$ 97,254	$ 79,926

SUPPLEMENTAL CASH FLOW INFORM35

SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands	6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015
Cash paid for:
Interest, net of amounts capitalized	$ 28,363	$ 29,027
Income taxes, net of refunds received	(2)	(47)
Non-cash investing and financing activities:
Property, fixtures and equipment included in accrued expenses	$ 5,838	2,391
Assets acquired under capital lease		88,229
Declared dividends to shareholders included in accrued expenses		$ 1,010

EXIT OR DISPOSAL ACTIVITIES (De

EXIT OR DISPOSAL ACTIVITIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Jul. 30, 2016	Apr. 30, 2016
Changes in exit or disposal activities
Accrued beginning balance		$ 3,696
Provisions	$ 1,873	462
Payments	(1,349)	(1,947)
Accrued ending balance	2,735
Termination Benefits
Changes in exit or disposal activities
Accrued beginning balance		3,696
Provisions	1,873	421
Payments	(1,349)	(1,906)
Accrued ending balance	$ 2,735
Other Costs
Changes in exit or disposal activities
Provisions		41
Payments		$ (41)

EMPLOYEE DEFINED AND POSTRETI37

EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015	Jul. 30, 2016	Aug. 01, 2015
Pension Plans
Pension and postretirement benefit plans
Interest cost	$ 1,784	$ 1,700	$ 3,569	$ 3,401
Expected return on plan assets	(2,100)	(2,409)	(4,200)	(4,819)
Recognition of net actuarial loss (gain)	1,572	1,698	3,143	3,396
Net periodic benefit expense (income)	1,256	989	2,512	1,978
Employer contributions to benefit plan
Contributions to benefit plan			325
Anticipated additional contributions in remainder of the fiscal year			377
Total anticipated contribution in fiscal year			702
Postretirement Benefit Plan
Pension and postretirement benefit plans
Interest cost	16	16	31	32
Recognition of net actuarial loss (gain)	(109)	(106)	(216)	(213)
Net periodic benefit expense (income)	$ (93)	$ (90)	(185)	$ (181)
Employer contributions to benefit plan
Contributions to benefit plan			100
Anticipated additional contributions in remainder of the fiscal year			227
Total anticipated contribution in fiscal year			$ 327

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015	Jul. 30, 2016	Aug. 01, 2015	Jan. 30, 2016
Income Taxes
Deferred tax asset valuation allowance	$ 218,177	$ 192,858	$ 218,177	$ 192,858	$ 186,582
Net income tax benefit	144	238	288	397
Non-cash income tax benefit from continuing operations	596	686	1,193	1,295
Recognition of deferred tax liabilities associated with indefinite-lived assets	$ (452)	$ 448	$ (905)	$ 898

CONTINGENCIES (Details)

CONTINGENCIES (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Aug. 01, 2015	Aug. 01, 2015
Gain on insurance recovery	$ 748	$ 748
Store fire, North Riverside, Illinois
Gain on insurance recovery	$ 748

COMPREHENSIVE LOSS (Details)

COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015	Jul. 30, 2016	Aug. 01, 2015
COMPREHENSIVE LOSS
Tax effect recorded on the changes recognized within other comprehensive income	$ 596	$ 686	$ 1,193	$ 1,295

CONDENSED CONSOLIDATING FINAN41

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Debt Obligations (Details) - Senior secured notes	Jan. 15, 2016
10.625% second lien senior secured notes due 2017
Debt
Interest rate (as a percent)	10.625%
8.00% second lien senior secured notes due 2021
Debt
Interest rate (as a percent)	8.00%

CONDENSED CONSOLIDATING FINAN42

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheet (Details) - USD ($) $ in Thousands	Jul. 30, 2016	Jan. 30, 2016	Aug. 01, 2015	Jan. 31, 2015
Current assets:
Cash and cash equivalents	$ 7,047	$ 6,879	$ 20,935	$ 8,753
Merchandise inventories	693,810	711,699	738,089
Prepaid expenses and other current assets	74,897	97,254	79,926
Total current assets	775,754	815,832	838,950
Property, fixtures and equipment at cost, net	613,763	635,334	641,748
Intangible assets, net	79,176	82,062	86,964
Other long-term assets	16,053	17,398	15,649
Total assets	1,484,746	1,550,626	1,583,311
Current liabilities:
Accounts payable	214,957	162,831	241,272
Accrued payroll and benefits	25,999	28,527	24,436
Accrued expenses	143,738	147,378	138,597
Current maturities of long-term debt and obligations under capital leases	62,849	5,394	108,943
Total current liabilities	447,543	344,130	513,248
Long-term debt and obligations under capital leases, less current maturities	886,122	982,669	861,759
Other long-term liabilities	189,589	188,911	192,775
Total liabilities	1,523,254	1,515,710	1,567,782
Total shareholders'(deficit) equity	(38,508)	34,916	15,529	87,648
Total liabilities and shareholders'(deficit) equity	1,484,746	1,550,626	1,583,311
Consolidating Eliminations
Current assets:
Prepaid expenses and other current assets	(180)	(180)	(516)
Total current assets	(180)	(180)	(516)
Property, fixtures and equipment at cost, net			(14,557)
Investment in and advances to affiliates	(779,226)	(855,767)	(792,468)
Other long-term assets	(3,221)	(3,311)	(3,431)
Total assets	(782,627)	(859,258)	(810,972)
Current liabilities:
Accrued expenses	(180)	(180)	(516)
Total current liabilities	(180)	(180)	(516)
Other long-term liabilities	(3,221)	(3,311)	(3,431)
Total liabilities	(3,401)	(3,491)	(3,947)
Total shareholders'(deficit) equity	(779,226)	(855,767)	(807,025)
Total liabilities and shareholders'(deficit) equity	(782,627)	(859,258)	(810,972)
Parent | Reportable Legal Entities
Current assets:
Cash and cash equivalents	1	1	1	1
Total current assets	1	1	1
Investment in and advances to affiliates	(38,509)	34,915	15,528
Total assets	(38,508)	34,916	15,529
Current liabilities:
Total shareholders'(deficit) equity	(38,508)	34,916	15,529
Total liabilities and shareholders'(deficit) equity	(38,508)	34,916	15,529
Issuer | Reportable Legal Entities
Current assets:
Cash and cash equivalents	3,020	2,822	3,043	4,209
Merchandise inventories	461,278	467,262	505,907
Prepaid expenses and other current assets	70,812	88,346	72,712
Total current assets	535,110	558,430	581,662
Property, fixtures and equipment at cost, net	300,997	319,736	324,926
Intangible assets, net	19,640	20,964	23,147
Investment in and advances to affiliates	417,681	437,894	349,768
Other long-term assets	18,250	19,846	18,256
Total assets	1,291,678	1,356,870	1,297,759
Current liabilities:
Accounts payable	214,957	162,831	241,272
Accrued payroll and benefits	20,687	23,154	19,192
Accrued expenses	71,344	70,386	70,471
Current maturities of long-term debt and obligations under capital leases	58,684	1,395	1,293
Total current liabilities	365,672	257,766	332,228
Long-term debt and obligations under capital leases, less current maturities	834,954	929,377	806,426
Other long-term liabilities	134,951	138,810	146,152
Total liabilities	1,335,577	1,325,953	1,284,806
Total shareholders'(deficit) equity	(43,899)	30,917	12,953
Total liabilities and shareholders'(deficit) equity	1,291,678	1,356,870	1,297,759
Guarantor Subsidiaries | Reportable Legal Entities
Current assets:
Cash and cash equivalents	4,026	4,056	17,891	$ 4,543
Merchandise inventories	232,532	244,437	232,182
Prepaid expenses and other current assets	4,265	9,088	7,730
Total current assets	240,823	257,581	257,803
Property, fixtures and equipment at cost, net	312,766	315,598	331,379
Intangible assets, net	59,536	61,098	63,817
Investment in and advances to affiliates	400,054	382,958	427,172
Other long-term assets	1,024	863	824
Total assets	1,014,203	1,018,098	1,080,995
Current liabilities:
Accrued payroll and benefits	5,312	5,373	5,244
Accrued expenses	72,574	77,172	68,642
Current maturities of long-term debt and obligations under capital leases	4,165	3,999	107,650
Total current liabilities	82,051	86,544	181,536
Long-term debt and obligations under capital leases, less current maturities	51,168	53,292	55,333
Other long-term liabilities	57,859	53,412	50,054
Total liabilities	191,078	193,248	286,923
Total shareholders'(deficit) equity	823,125	824,850	794,072
Total liabilities and shareholders'(deficit) equity	$ 1,014,203	$ 1,018,098	$ 1,080,995

CONDENSED CONSOLIDATING FINAN43

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015	Jul. 30, 2016	Aug. 01, 2015
Condensed Consolidating Statement of Operations
Net sales	$ 542,360	$ 555,431	$ 1,133,367	$ 1,166,369
Other income	16,252	15,568	33,668	31,872
Total	558,612	570,999	1,167,035	1,198,241
Costs and expenses:
Costs of merchandise sold	344,273	350,828	735,186	755,293
Selling, general and administrative	211,872	215,186	428,057	433,872
Gain on insurance recovery		(748)		(748)
Depreciation and amortization	24,999	24,193	48,193	46,226
Amortization of lease-related interests	1,008	1,061	2,015	2,162
Impairment charges	178	222	178	222
Loss from operations	(23,718)	(19,743)	(46,594)	(38,786)
Other income (expense):
Interest expense, net	(15,162)	(15,196)	(30,248)	(30,386)
Loss on extinguishment of debt		(4,862)		(4,862)
Loss before income taxes	(38,880)	(39,801)	(76,842)	(74,034)
Income tax (benefit) provision	(144)	(238)	(288)	(397)
Net (loss) income	(38,736)	(39,563)	(76,554)	(73,637)
Consolidating Eliminations
Costs and expenses:
Selling, general and administrative	(5,025)	8,238	(10,141)	835
Depreciation and amortization		(54)		(54)
Loss from operations	5,025	(8,184)	10,141	(781)
Other income (expense):
Intercompany income	(13,033)	(11,711)	(25,516)	(23,525)
Equity in losses of subsidiaries	39,958	47,251	78,098	85,041
Interest expense, net	8,008	5,338	15,375	9,749
Loss before income taxes	39,958	32,694	78,098	70,484
Income tax (benefit) provision	(90)	6	(181)	(71)
Net (loss) income	40,048	32,688	78,279	70,555
Parent | Reportable Legal Entities
Other income (expense):
Equity in losses of subsidiaries	(38,880)	(39,801)	(76,842)	(74,034)
Loss before income taxes	(38,880)	(39,801)	(76,842)	(74,034)
Income tax (benefit) provision	(144)	(238)	(288)	(397)
Net (loss) income	(38,736)	(39,563)	(76,554)	(73,637)
Issuer | Reportable Legal Entities
Condensed Consolidating Statement of Operations
Net sales	324,079	327,803	681,575	688,269
Other income	9,814	9,150	20,568	18,620
Total	333,893	336,953	702,143	706,889
Costs and expenses:
Costs of merchandise sold	205,933	206,924	444,522	446,036
Selling, general and administrative	129,087	132,276	262,205	267,107
Depreciation and amortization	14,297	12,975	27,199	24,183
Amortization of lease-related interests	468	494	936	989
Impairment charges	178	222	178	222
Loss from operations	(16,070)	(15,938)	(32,897)	(31,648)
Other income (expense):
Intercompany income	427	446	901	896
Equity in losses of subsidiaries	(1,078)	(7,450)	(1,256)	(11,007)
Interest expense, net	(22,159)	(16,859)	(43,590)	(32,275)
Loss before income taxes	(38,880)	(39,801)	(76,842)	(74,034)
Income tax (benefit) provision	(144)	(238)	(288)	(397)
Net (loss) income	(38,736)	(39,563)	(76,554)	(73,637)
Guarantor Subsidiaries | Reportable Legal Entities
Condensed Consolidating Statement of Operations
Net sales	218,281	227,628	451,792	478,100
Other income	6,438	6,418	13,100	13,252
Total	224,719	234,046	464,892	491,352
Costs and expenses:
Costs of merchandise sold	138,340	143,904	290,664	309,257
Selling, general and administrative	87,810	74,672	175,993	165,930
Gain on insurance recovery		(748)		(748)
Depreciation and amortization	10,702	11,272	20,994	22,097
Amortization of lease-related interests	540	567	1,079	1,173
Loss from operations	(12,673)	4,379	(23,838)	(6,357)
Other income (expense):
Intercompany income	12,606	11,265	24,615	22,629
Interest expense, net	(1,011)	(3,675)	(2,033)	(7,860)
Loss on extinguishment of debt		(4,862)		(4,862)
Loss before income taxes	(1,078)	7,107	(1,256)	3,550
Income tax (benefit) provision	234	232	469	468
Net (loss) income	$ (1,312)	$ 6,875	$ (1,725)	$ 3,082

CONDENSED CONSOLIDATING FINAN44

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015	Jul. 30, 2016	Aug. 01, 2015
Condensed Consolidating Statement of Comprehensive (Loss) Income
Net (loss) income	$ (38,736)	$ (39,563)	$ (76,554)	$ (73,637)
Other comprehensive income, net of tax:
Pension and postretirement benefit plans	867	906	1,734	1,888
Comprehensive (loss) income	(37,869)	(38,657)	(74,820)	(71,749)
Consolidating Eliminations
Condensed Consolidating Statement of Comprehensive (Loss) Income
Net (loss) income	40,048	32,688	78,279	70,555
Other comprehensive income, net of tax:
Pension and postretirement benefit plans	(867)	(906)	(1,734)	(1,888)
Comprehensive (loss) income	39,181	31,782	76,545	68,667
Parent | Reportable Legal Entities
Condensed Consolidating Statement of Comprehensive (Loss) Income
Net (loss) income	(38,736)	(39,563)	(76,554)	(73,637)
Other comprehensive income, net of tax:
Pension and postretirement benefit plans	867	906	1,734	1,888
Comprehensive (loss) income	(37,869)	(38,657)	(74,820)	(71,749)
Issuer | Reportable Legal Entities
Condensed Consolidating Statement of Comprehensive (Loss) Income
Net (loss) income	(38,736)	(39,563)	(76,554)	(73,637)
Other comprehensive income, net of tax:
Pension and postretirement benefit plans	867	906	1,734	1,888
Comprehensive (loss) income	(37,869)	(38,657)	(74,820)	(71,749)
Guarantor Subsidiaries | Reportable Legal Entities
Condensed Consolidating Statement of Comprehensive (Loss) Income
Net (loss) income	(1,312)	6,875	(1,725)	3,082
Other comprehensive income, net of tax:
Comprehensive (loss) income	$ (1,312)	$ 6,875	$ (1,725)	$ 3,082

CONDENSED CONSOLIDATING FINAN45

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Cash Flows (Details) - USD ($) $ in Thousands	6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015
Condensed Consolidating Statement of Cash Flows
Net cash provided by (used in) operating activities	$ 63,569	$ 10,964
Cash flows from investing activities:
Capital expenditures	(25,749)	(47,350)
Proceeds from insurance claim		1,510
Proceeds from sale of property, fixtures and equipment	7	84,066
Net cash (used in) provided by investing activities	(25,742)	38,226
Cash flows from financing activities:
Payments on long-term debt and capital lease obligations	(303,258)	(392,183)
Proceeds from issuance of long-term debt	263,669	370,390
Deferred financing costs paid	(495)
Cash dividends paid		(2,004)
Restricted shares forfeited in lieu of payroll taxes	(120)	(399)
Proceeds from stock options exercised		454
Increase (decrease) in book overdraft balances	2,545	(13,266)
Net cash used in financing activities	(37,659)	(37,008)
Net increase in cash and cash equivalents	168	12,182
Cash and cash equivalents at beginning of period	6,879	8,753
Cash and cash equivalents at end of period	7,047	20,935
Consolidating Eliminations
Condensed Consolidating Statement of Cash Flows
Net cash provided by (used in) operating activities		(5,621)
Cash flows from investing activities:
Intercompany investing activity		32,693
Net cash (used in) provided by investing activities		32,693
Cash flows from financing activities:
Intercompany financing activity		(27,072)
Net cash used in financing activities		(27,072)
Parent | Reportable Legal Entities
Condensed Consolidating Statement of Cash Flows
Net cash provided by (used in) operating activities	120	2,403
Cash flows from investing activities:
Intercompany investing activity		(454)
Net cash (used in) provided by investing activities		(454)
Cash flows from financing activities:
Cash dividends paid		(2,004)
Restricted shares forfeited in lieu of payroll taxes	(120)	(399)
Proceeds from stock options exercised		454
Net cash used in financing activities	(120)	(1,949)
Cash and cash equivalents at beginning of period	1	1
Cash and cash equivalents at end of period	1	1
Issuer | Reportable Legal Entities
Condensed Consolidating Statement of Cash Flows
Net cash provided by (used in) operating activities	47,407	(24,619)
Cash flows from investing activities:
Capital expenditures	(11,635)	(37,807)
Intercompany investing activity		(32,239)
Proceeds from sale of property, fixtures and equipment	7	16,344
Net cash (used in) provided by investing activities	(11,628)	(53,702)
Cash flows from financing activities:
Payments on long-term debt and capital lease obligations	(301,300)	(277,965)
Proceeds from issuance of long-term debt	263,669	370,390
Intercompany financing activity		(2,004)
Deferred financing costs paid	(495)
Increase (decrease) in book overdraft balances	2,545	(13,266)
Net cash used in financing activities	(35,581)	77,155
Net increase in cash and cash equivalents	198	(1,166)
Cash and cash equivalents at beginning of period	2,822	4,209
Cash and cash equivalents at end of period	3,020	3,043
Guarantor Subsidiaries | Reportable Legal Entities
Condensed Consolidating Statement of Cash Flows
Net cash provided by (used in) operating activities	16,042	38,801
Cash flows from investing activities:
Capital expenditures	(14,114)	(9,543)
Proceeds from insurance claim		1,510
Proceeds from sale of property, fixtures and equipment		67,722
Net cash (used in) provided by investing activities	(14,114)	59,689
Cash flows from financing activities:
Payments on long-term debt and capital lease obligations	(1,958)	(114,218)
Intercompany financing activity		29,076
Net cash used in financing activities	(1,958)	(85,142)
Net increase in cash and cash equivalents	(30)	13,348
Cash and cash equivalents at beginning of period	4,056	4,543
Cash and cash equivalents at end of period	$ 4,026	$ 17,891

SUBSEQUENT EVENT (Details)

SUBSEQUENT EVENT (Details) - Second Amended Revolving Credit Facility - Subsequent Event - USD ($) $ in Thousands	Aug. 15, 2016	Aug. 14, 2016
Subsequent Event
Revolving commitments	$ 880,000
Calculation of minimum excess availability, percentage	10.00%
Calculation of minimum excess availability, threshold amount	$ 75,000
On or after January 29, 2017
Subsequent Event
Calculation of minimum excess availability, percentage	20.00%
Tranche A-1
Subsequent Event
Revolving commitments	$ 150,000	$ 100,000
Tranche A
Subsequent Event
Revolving commitments	$ (730,000)
Minimum | On or after January 29, 2017
Subsequent Event
Fixed charge coverage ratio	1
Federal Funds Rate
Subsequent Event
Interest rate margin (as a percent)	0.50%
One month adjusted LIBOR
Subsequent Event
Interest rate margin (as a percent)	1.00%
Adjusted LIBOR | Tranche A-1
Subsequent Event
Interest rate margin (as a percent)	9.50%
Base Rate | Tranche A-1
Subsequent Event
Interest rate margin (as a percent)	8.50%